Res 2011-027 - Laserfiche WebLink

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ARTICLE 7 TERM; TERMINATION OF AGREEMENT 7.1 The term of this Agreement begins on the effective date established in the first paragraph of the Agreement and will end upon the Consultant's completion, and the City's acceptance of all services described in this Agreement unless this Agreement is terminated under Sections 7.2 or 7.3 below. The Consultant agrees to use its best efforts to complete its services in a timely manner, consistent with normal and customary practices, such that all performable duties over which Consultant has control will be performed in accordance with the approved milestone schedule included in this Agreement as Attachment B or within 270 calendar days following execution of this Agreement, whichever is earlier and contingent upon the current proposed Project alignment. The City may agree to a revised completion date if it changes the Project alignment or if another event occurs necessitating a completion date revision. 7.2 This Agreement may be terminated by either party upon 15 calendar days prior written notice should the other party fail substantially to perform in accordance with its terms through no fault of the party initiating the termination. 7.3 The City may terminate this Agreement for convenience and without cause upon at least 15 calendar days prior written notice to the Consultant. 7.4 In the event of termination as provided in this Article, the City will compensate the Consultant for all services performed to termination date, which are deemed by the City to be in accordance with this Agreement. The City will pay this amount upon the Consultant's delivering to the City all information and materials developed or accumulated by the Consultant in performing the services described in this Agreement, whether completed or in progress. The expense of reproduction of these items will be borne by the City. ARTICLE 8 INSURANCE AND INDEMNITY 8.1 The Consultant will indemnify, hold harmless and defend the City and its employees, agents, officers and servants from any and all lawsuits, claims, demands and causes of action of any kind arising from the negligent or intentional wrongful acts or omissions of the Consultant, its officers, employees or agents. This will include, but not be limited to, the amounts of judgments, penalties, interest, court costs, reasonable legal fees, and all other expenses incurred by the City arising in favor of any party, including the amounts of any damages or awards resulting from claims demands and causes of action for personal injuries, death or damages to property alleged or actual infringement of patents, copyrights, and trademarks and without limitation by enumeration, all other claims, demands, or causes of action of every character occurring, resulting, or arising from any negligent or intentional wrongful act, error or omission of the Consultant and /or its agents and /or employees. Eminent domain proceedings are specifically excluded from this Article 8.1. This obligation by Consultant will not be limited by reason of the specification of any particular insurance coverage in this Agreement. 8.2 The Consultant will procure and maintain at Consultant's expense insurance with LAN - Downtown Underground Electric Project